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Directors Report of Porwal Auto Components Ltd.

Mar 31, 2018

BOARDS' REPORT

To

The Members of

Porwal Auto Components Ltd.

Pithampur-454775

Your Directors have immense pleasure in presenting 26th Boards' Report of Porwal Auto Components Ltd, together with the audited financial statements for the year ended March 31, 2018.

1. STATE OF AFFAIRS, FlNANCIAL PERFORMANCE AND FUTURE OUTLOOK :

a. Financial Performance

The financial highlights and summarized financial results of the company are given below:

 

 

(Rs. in lacs)

Particulars

As on 31.03.2018

As on 31.03.2017

Revenue from Operations

11014.29

9175.27

Other Income

121.34

20.48

Total Expenses [excluding interest & depreciation]

9808.31

8221.76

Profit before Interest, Depreciation & Tax

1327.32

974.00

Less: Depredation

479.21

416.75

Less: Interest

210.70

108.11

Profit/ (Loss) Before Tax

637.41

449.13

Less: Tax Expenses

 

 

Current Tax

129.97

91.57

Deferred Tax

2.23

149.36

Net Profit / (Loss) after Tax

505.21

208.20

Add: Amount brought forward from Last Year

496.80

379.85

Balance carried forward to Balance Sheet

1002.01

588.05

Appropriations:

 

 

(a) Proposed Dividend on Equity Shares

-113.25

-75.50

(b) Tax on Proposed Dividend

-23.05

-15.37

(c) Income Tax/Wealth tax of earlier years

-1.43

-0.38

Balance carried forward to Balance Sheet

864.28

496.80

Your Company's financial statements for the year ended 31st March, 2018 are the financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable.

During the year under review the Company has reported a turnover of Rs. 11014.29 Lacs against the turnover of Rs. 9175.27 Lacs in the Previous Financial Year, registering an increment of Rs. 1839.03. The overall expense of the Company has also increased from Rs. 8221.76 Lacs to Rs. 9808.31 Lacs. The Company has earned a net profit of Rs. 505.22 Lacs as compared to profit of Rs. 208.20 in previous Financial Year.

b. Operations And Future Outlook

The Indian auto-components industry has experienced healthy growth over the last few years. The Indian auto-components market contributes almost seven per cent to India's GDP and employs as many as 19 million people. As per Automobile Component Manufacturers Association (ACMA) forecasts, automobile component exports from India are expected to reach US$ 70-billion by 2026 from US$ 10.9 billion in FY17. The Indian auto component industry aims to achieve US$ 200 billion in revenues by 2026.

The auto-components industry accounts for 2.3 per cent of India's Gross Domestic Product (GDP) and employs as many as 1.5 million people directly and indirectly each. A stable government framework, increased purchasing power, large domestic market, and an ever increasing development in infrastructure have made India a favourable destination for investment.

India is emerging as global hub for auto component sourcing. A cost-effective manufacturing base keeps costs lower by 10-25 per cent relative to operations in Europe and Latin America. Relative to competitors, India is geographically closer to key automotive markets like the Middle East and Europe. Global auto component players are increasingly adopting a dual-shore manufacturing model, using overseas facilities to manufacture few types of components and Indian facilities to manufacture the others.

Government has drafted Automotive Mission Plan (AMP) 2016-26 which will help the automobile industry to grow and will benefit Indian economy in the following ways:-

» Contribution of auto industry in the country's GDP will rise to 13 per cent, currently which is less than 10 percent

» More than 100 million jobs will be created in the economy » Companies will invest around US$80 billion as a part of their capital expenditure.

The long term outlook for the automobile industry is bright and robust, though outlook for the Indian auto industry in near term is expected to remain stable growth. The future outlook of your Company remains positive as your Company is actively working on both the strategic front and the operations front to take advantage of the turning trends which includes Research and Development, improving operational performances, focus on quality, broaden the customer base etc.

The Indian auto-components industry is set to become the third largest in the world by 2025 Indian auto-component makers are well positioned to benefit from the globalisation of the sector as exports potential could be increased by up to four times to US$ 40 billion by 2020.

Solar power in India is a fast developing industry. The country's solar installed capadty reached 23 GW as of 30 June 2018 India expanded its solar-generation capacity 8 times from 2,650 MW on 26 May 2014 to over 20 GW as on 31 January 2018.

Solar power being the best suited energy source, the Company in 2013-2014 has set up solar power generation unit at village Kadodiya Tarana District, Ujjain, Madhya Pradesh for captive consumption. The Company again has setup another solar power plant in the year 2017-18 of three mega wattat village Kadodiya Tarana, Ujjain. By putting solar power generation unit, the company provides electricity units to Madhya Pradesh Paschim Kashetra Vidyut Vitaran Co. Ltd (MPPWCL) and receives the credit of the same by the settlement of the electricity bill

c. Change in nature of Business

During the year there was no change in business activity of the company.

d. Changes in Share Capital

During the Financiall Year 2017-18 there was no change in capital structure of the company. The paid up equity capital as on 31st March, 2018 was Rs. 15,10,00,000. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

e. Revision of Annual Financial Statements

There was no case of revision in financial statement during the year.

2. Transfer to Reserves

During the year the Company has not transferred any amount to the reserves.

3. Dividend

The Directors has recommended a dividend of Rs. 0.75 per share (7.5%) on the Equity Shares of the Company (Previous year Rs. 0.50 per share,). If the dividend, as recommended above, is declared by the Members at the Annual General Meeting ('AGM'), the total outflow towards dividend on Equity Shares for the year would be Rs. 1,13,25,000 (excluding dividend tax) (Previous Year Rs. 75,50,000).

4. Deposits

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014

5. Material changes and commitments after the end of Financial Year

There are no material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company to which financial statements relate and date of the report.

6. Subsidiary. Associate Companies or Joint Venture

The Company does not have any subsidiary company or holding company or joint venture or associate Company.

7. Extract of Annual Return

The extract of the Annual Return of the Company as on 31st March, 2018 in Form MGT - 9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out in the Annexure I to this report.

Further, As per Section 134 (3) (a) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2017 in Form MGT - 7, has been posted the website of the Company and can be accessed through Company's web link at http://www.porwalauto.com/pdf/MGT-7_PACL.pdf and Annual Return for the Financial Year 31st March 2018 will be posted on website of the Company once the same will be filed with Registrar of Companies.

8. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Surendra Jain retires by rotation and being eligible, offers himself for reappointment at the ensuing 26th Annual General Meeting. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The term of office of Mr. Nitin Dafria(DIN: 01560804), Mr. Surajmal Birdichand Kucheria (DIN: 00027661) & Mr. Ramesh C Kashyap (DIN: 06593723) will expire on 31s1 March 2019. Based on the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on Saturday 11th August 2018, proposed the re-appointment of Mr. Nitin Dafria (DIN: 01560804), Mr. Surajmal Birdichand Kucheria (DIN: 00027661) & Mr. Ramesh C Kashyap (DIN: 06593723) as an Independent Director for a second term of five (5) years commencing from 01s1 April, 2019 to 31st March, 2024. The Board recommends the re-appointment of Mr. Nitin Dafria, Mr. Surajmal Birdichand Kucheria & Mr. Ramesh C Kashyap as Independent Director of the Company at the ensuing Annual General Meeting.

During the year under review, Mr. Devendra Jain (DlN- 00232920) has been re-appointed as Managing Director of the Company for a period of three years commencing from 01st August, 2017 to 31st July, 2020, pursuant to the provisions of sections 196,197, 203 and applicable provisions if any, of Companies Act, 2013.

During the year under review, Mr. Mukesh Utsavlal Jain (DIN- 00245111), has been re-appointed as Whole-Time Director of the Company for a period of three years commencing from 01st August, 2017 to 31st July, 2020, pursuant to the provisions of sections 196, 197, 203 and applicable provisions if any, of Companies Act, 2013.

During the year under review, Mr. Surendra Utsavlal Jain (DIN- 00245154), has been re-appointed as Whole-Time Director of the Company for a period of three years commencing from 01st August, 2017 to 31st July, 2020, pursuant to the provisions of sections 196,197, 203 and applicable provisions if any, of Companies Act, 2013.

Mr. Shailesh Jain and Ms. Hansika Mittal* are the Chief Financial Officer (CFO) and Company Secretary (CS) of the Company respectively.

* Ms. Hansika Mittal was appointed as a Company Secretary and Compliance Officer of the Company on 08th February, 2018 in place of Mrs. Arwa Saifee, who had been resigned from the office of Company Secretary on 01st December, 2017.

Declaration by Independent Directors

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under.

Independent Directors not liable to retire by rotation, in terms of Section 149(13) of the Act. Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

9. Committees of the Board Of Directors

During the year under review, the Company has three committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are the details of the Board Committees during the Financial Year 2017-18:

(i) Audit Committee

(ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee Audit Committee:

Your Company has an adequately qualified and experienced Audit Committee with Mr. Nitin Dafria (Chairperson), Mr. Ramesh C Kashyap and Mr. Surajmal Birdichand Kucheria as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The full details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

Corporate Social Responsibility Committee:

Your Company has formed the CSR Committee in the Board Meeting dated 18th May, 2018 as the Company's Net Profit for the year ended 31st March, 2018 exceeds Five Crore Rupees i.e. one of the condition fulfill as per Section 135 of Companies Act, 2013. The composition and other details of the CSR Committee are given in the Corporate Governance Report.

10. Meetings of the Board of Directors and its committees

a. Board Meetings: During the year under review the Board has met 6 (six) times viz. 27th May, 2017; 31st July, 2017; 1 2th August, 2017; 11 th Nov, 2017; 01st December, 2017; 08th February, 2018. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

b. Committee Meetings: During the year under review, the Committees duly met and the details of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year under review, a separate meeting of Independent Directors was held on 28th March, 2018. Details of the attendance of the Directors at such meeting and details about familiarization programme are provided in the Corporate Governance Report.

11. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, key managerial personnel (KMP) and other employees which is being approved and adopted by the Board and has been posted on the website of the Company and can be accessed through web link http://www.porwalauto.com/pdf/NRC_POLICY_PACL.pdf .

Salient Features of the policy: The policy covers the following:

• Definitions

• Appointment Criteria for Directors and Key Management Personnel.

• Additional Criteria for Appointment of Independent Directors.

• Tenure of the Directors.

• Performance Evaluation Criteria.

• Removal of the Directors.

• Policy on Board Diversity.

• Policy Review.

• Remuneration Criteria for Non Executive Directors & Managing Director & Key Managerial Personnel & senior management.

Changes made in Nomination and Remuneration Policy

Further the Nomination and Remuneration Policy is amended with respect of the definition of the " Independent Director" which is amended as per the Companies Amendment Act, 2017 and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors in their meeting held on 18th May, 2018.

12. Performance Evaluation of the Board

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on Januarys, 2017, the Nomination and Remuneration Committee of the Company has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors.

The Board of Directors has carried out an annual performance evaluation of its own performance, Independent Directors, the Directors and the Committees. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The criteria on the basis of which the evaluation has been carried out is explained in the Corporate Governance Report.

13. Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the financial year and of the profit for the year ended on that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

14. Auditors:

a. Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed there under, at the 25th Annual General Meeting held on 28th September 2017, S N Gadiya & Company, Chartered Accountants (ICAI Firm Registration No. 002052C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2022.

The Company has received a certificate from the auditors confirming that their appointment is in accordance  with Section 139 read with Section 141 of the Act. Explanation to Auditor's Remark

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Ms. Shraddha Jain, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31st, 2018 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c. Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1) (a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed Vikas S Garg & Company, to conduct internal audit reviews for the Company.

15. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to Vikas S Garg & Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

16. Particulars of loans, guarantees and investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 5 & 6 to the financial statements.

17. Particulars of contracts or arrangements with Related Parties

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no material contracts or arrangements or transactions during the year. Thus, the disclosure in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Details of transactions with Related Parties are provided in the accompanying financial statements.

The Company has adopted a Related Party Transactions Policy and the same is uploaded on the Company's website at http://www.porwalauto.com/. Suitable disclosures as required under Indian Accounting Standards (Ind AS 24) have been made in the Notes to the financial statements.

18. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure III to this report.

19. Risk Management

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

20. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

21. Vigil Mechanism/ Whistle Blower Policy

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism Policy under which the employees are free to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The same is posted on the website of the Company at http://www.porwalauto.com/. It is hereby affirmed by the Board that no personnel have been denied access to the Audit Committee to lodge their grievances.

22. Commission received by directors from holding/ subsidiary Company

The Company does not have any holding/ subsidiary company. Hence provisions of section 197 (14) of Companies Act, 2013 are not applicable to the Company.

23. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure IV and forms the part of this Board Report.

24. Particulars of Employees

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/ - p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given here.

Further the particulars of top ten employees in terms of remuneration drawn required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is enclosed as Annexure V and forms the part of this Board Report.

25. Chief Financial Officer and Managing Director Certification

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31st March, 2018.

26. Voting Rights of employees

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67(3) (c) of Companies Act, 2013.

27. Disclosure regarding issue of Employee Stock Options

The Company has not issued shares under employee's stock options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

28. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

29. Corporate Governance Report

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report in pursuance of requirement of para Cof Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure VI.

Auditor's certificate obtained from S N Gadiya & Company, Chartered Accountants (ICAI Firm Registration No. 002052C) confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached as Annexure IX to this Report.

30. Corporate Social Responsibility

As your Company meet the requirements of Section 135 of Companies Act, 2013 the Corporate Social Responsibility (CSR) committee was established by the Board.

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings are given in detail in the Report on Corporate Governance of the Company which forms part of this Report. The Corporate Social Responsibility Policy of the Company forms part of this report as Annexure VII.

31. Management Discussion and Analysis Report

Management Discussion and Analysis Statement in pursuance of requirement of para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-VIII.

32. Listing at Stock Exchange

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the Listing Fee for the year 2017-18 has been duly paid.

33. Insurance

The Company's assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

34. Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2018.

35. Depository System

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated June 8, 2018, Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. Decembers, 2018. In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

36. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

37. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Company's plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

38. Disclosure as required under Section 22 of Sexual Harassment of women at workplace (Prevention. Prohibition and Redressah Act. 201 3 and constitution of Internal Complaints Committee The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual

 

For and on behalf of the Board of Directors

Date: 11.08.2018

Porwal Auto Components Limited

Place: Pithampur

 

 

Registered office

Rot No. 209, Sector No. 1,
Industrial Area, Pithampur (M.P) 454775
CIN: L34300MP1992PLC006912

Mukesh Jain
Whole time Director
(DIN- 00245111)

Devendra Jain
Managing Director
(DIN - 00232920)

ANNEXURE-I FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014

REGISTRATION & OTHER DETAILS:-

1

CIN

L34300MP1992PLC006912

2

Registration Date

03.02.1992

3

Name of the Company

Porwal Auto Components Ltd

4

Category/Sub-category of the Company

Public Company / Limited by shares

5

Address of the Registered office & contact details

Plot No. 209, Sector 1, Industrial Area, Pithampur, (M.P) 454775

6

Whether listed company

Yes

7

Name, Address & contact details of the Registrar & Transfer Agent, if any.

Link Intime India Pvt Ltd. C101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400 083 Tel: +91 22 49186000 Email Id : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S.NO.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1.

CI & SG Iron Automobile Components

29301

97.6974%

III. PARTICULARS OF HOLDING, SUBSIDlARY AND ASSOCIATE COMPANIES -

S.NO.

Name and Address of the company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares Held

Applicable section

 

 

 

NA

 

 

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year[As on 1-04-2017]

No. of Shares held at the end of the year[As on 31-03-2018]

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

% Change during the year

A. Promoters

 

 

 

 

 

 

 

 

 

1 Indian

 

 

 

 

 

 

 

 

 

a Individual/ HUF

28,58,542

0

28,58,542

18.9307

28,09,442

0

28,09,442

18.6056

-0.3251

b Central Govt.

0

0

0

0

0

0

0

0

0

c State Govt. (s)

0

0

0

0

0

0

0

0

0

d Bodies Corp.

27,50,000

0

27,50,000

182119

27,50,000

0

27,50,000

182119

0

e Banks /Fl

0

0

0

0

0

0

0

0

0

f Any other

0

0

0

0

0

0

0

0

0

Sub-total (A) (1):-

56,08,542

0

56,08,542

37.1426

55,59,442

0

55,59,442

36.8174

-0.3251

2 Foreign

 

 

 

 

 

 

 

 

 

NRIs-

0

0

0

0

0

0

0

0

0

a Individuals

0

0

0

0

0

0

0

0

0

b Other-Individuals

0

0

0

0

0

0

0

0

0

c Bodies Corp.

0

0

0

0

0

0

0

0

0

d Banks /Fl

0

0

0

0

0

0

0

0

0

e Any Other

0

0

0

0

0

0

0

0

0

Sub-total (A) (2):-

0

0

0

0

0

0

0

0

0

Total shareholding of Promoter (A) = (A(1)+(A)(2)

56,08,542

0

56,08,542

37.1426

55,59,442

0

55,59,442

36.8174

-0.3252

B Public Shareholding

 

 

 

 

 

 

 

 

 

1 Institutions

0

0

0

0

0

0

0

0

 

a Mutual Funds

0

0

0

0

0

0

0

0

0

b Banks /Fl

0

0

0

0

0

0

0

0

0

c Central Govt

0

0

0

0

0

0

0

0

0

d State Govt(s)

0

0

0

0

0

0

0

0

0

e Venture Capital

 

 

 

 

 

 

 

 

 

Funds

0

0

0

0

0

0

0

0

0

f Insurance

 

 

 

 

 

 

 

 

 

Companies

0

0

0

0

0

0

0

0

0

g Flls

0

0

0

0

0

0

0

0

0

h Foreign Venture

 

 

 

 

 

 

 

 

 

Capital Funds

0

0

0

0

0

0

0

0

0

i Others (specify)

0

0

0

0

0

0

0

0

0

Sub-total (B)(1):-

0

0

0

0

0

0

0

0

0

2 Non-Institutions

 

 

 

 

 

 

 

 

 

a Bodies Corp.

 

 

 

 

 

 

 

 

 

i Indian

35,61,503

1,96,600

37,58,103

24.8880

35,55,886

1,95,700

37,51,586

24.8449

-0.0432

ii Overseas

0

0

0

0

0

0

0

0

0

b Individuals

 

 

 

 

 

 

 

 

 

i Individual shareholders holding nominal share capital upto Rs. 1 lakh

3636528

408303

4044831

26.7870

3884932

404603

4289535

28.4075

1.6205

ii Individual shareholders holding nominal share capital in excess of Rs lakh

1067012

44700

1111712

7.3623

974544

44700

1019244

6.7500

-0.6123

c Others (specify)

 

 

 

 

 

 

 

 

 

Hindu Undivided Family

2,60,436

0

2,60,436

1.7247

2,41,903

0

2,41,903

1.6020

-0.1227

Non Resident Indians (Repat)

62,870

0

62,870

0.4164

77,865

0

77,865

0.5157

0.0993

Non Resident Indians (Non-Repat)

52,915

0

52,915

0.3504

59,202

0

59,202

0.3921

0.0417

Overseas Cooperate Bodtes

0

0

0

0

0

0

0

0

0

Foreign Nationals

0

0

0

0

0

0

0

0

0

Market maker

0

0

0

0

0

0

0

0

0

Clearing Members

2,00,591

0

2,00,591

1.3284

1,01,223

0

1,01,223

0.6703

-0.6581

Trusts

0

0

0

0

0

0

0

0

0

Bodies Corporate

3561503

196600

3758103

24.8881

3555886

195700

3751586

24.8449

-0.0432

Foreign Bodies-D R

0

0

0

0

0

0

0

0

0

Sub-total (B)(2):-

8841855

649603

9491458

47.5497

8895555

645003

9540558

47.7957

0.2460

Total Public Shareholding (B)=(B)(1)+ (B)(2)

8841855

649603

9491458

47.5497

8895555

645003

9540558

47.7957

0.2460

C. Shares held by Custodian for GDRs & ADRs

 

 

 

 

 

 

 

 

 

ii. Shareholding of Promoter and Promoters Group-

S. No.

Shareholder's Name

Shareholding at the beginning of the year (As on 01-04-2017)

Shareholding at the end of the year (As on 31-03-2018)

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

% change in shareholding during the year

1

Surendra Jain

3,89,280

2.578

0

3,89,280

2.578

0

0

2

Devendra Jajn

3,52,299

2.3331

0

3,52299

2.3331

0

0

3

Mukesh Jain

2,81,105

1.8616

0

2,81,105

1.8616

0

0

4

Gajendra Utsavlalji Jain

2,75,989

1.8277

0

2,75,989

1.8277

0

0

5

Shailesh Jain

1,92,800

1.2768

0

1,92,800

12768

0

0

6

Chandanbai Utsavlal Jain

1,64,000

1.0861

0

1,64,000

1.0861

0

0

7

Sunita Jain

1,14,600

0.7589

0

1,14,600

0.7589

0

0

8

Pramila Jain

1,10,000

0.7285

0

1,10,000

0.7285

0

0

9

Pushpa Jain

95,000

0.6291

0

95000

0.6291

0

0

10

Manju Jain

94,900

0.6285

0

94,900

0.6285

0

0

11

Piemlata Jain

92,000

0.6093

0

92000

0.6093

0

0

12

Atin Jain

78,500

0.5199

0

78500

0.5199

0

0

13

Santosh Aidasani

75,000

0.4967

0

75,000

0.4967

0

0

14

Arshui Jain

72,500

0.4801

0

72,500

0.4801

0

0

15

Devendna Jain HUF

69,000

0.457

0

69,000

0.457

0

0

16

Gajendra Jain HUF

66,000

0.4371

0

66,000

0.4371

0

0

17

Mukesh Jain HUF

59,000

0.3907

0

59,000

0.3907

0

0

18

Sejal Jain

34,500

0.2285

0

34,500

0.2285

0

0

19

Sorjaji Parekh

30,800

0.204

0

30,800

0204

0

0

20

Parul Atin Jain

26,500

0.1755

0

26,500

0.1755

0

0

21

Richa Devendra Jain

24,000

0.1589

0

24,000

0.1589

0

0

22

Reema Devendra Jain

23,000

0.1523

0

23,000

0.1523

0

0

23

Shailesh Jain HUF

20,500

0.1358

0

20,500

0.1358

0

0

24

Surendra Jain HUF

59,500

0.394

0

19,500

0.1291

0

-0.2649

25

Cherry Sanman Kapale

21,500

0.1424

0

17,500

0.1158

0

-0.0266

26

Rohan Mukesh Jain

17,500

0.1159

0

17,500

0.1159

0

0

27

Riti Dawra

9,000

0.0596

0

9,000

0.0596

0

0

28

Anish Jain

4,000

0.0265

0

4,000

0.0265

0

0

29

Shikha Gawade

5,769

0.0382

0

669

0.0044

0

-0.0338

30

Flag Vittawas Limited

27,50,000

18.2119

0

27,50,000

18.2119

0

0

 

Total

5608542

37.1427

0

55,59,442

36.8173

0

0

iii Change in Promoters' Shareholding (please specify, if there is no change)

s. No.

Particulars

Shareholding at the beginning of the year (As on 01-04-2017)

Cumulative Shareholding during the year (01-04-2017 to 31-03-2018)

 

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

 

At the beginning of the year

56,08,542

37.1426%

56,08,542

37.1426%

 

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) :

 

 

Note-1

 

At the end of the year

55,59,442

36.8175%

55,59,442

36.8175%

Note : There is change in the total shareholding of promoters between 01-04-2017 and 31-03-2018 and the same details are given below.

NOTE-I DETAILS OF INCREASE AND DECREASE IN PROMOTERS' SHARE HOLDING

SI. No.

Name

Shareholding

Cumulative Shareholding during the year (01-04-17 to 31-03-18)

No. of Shares at the beginning
 (01-04-17) end of the year (31-03-18)

% of total shares of Company

Date

Increase/ Decrease in share-

Reason

No. of Shares

% of total shares of Company

1.

Surendra Jain HUF

59500

0.3940

01.04.2017

 

 

59500

0.3940

 

 

13.10.2017

-40000

Transfer

19500

0.1291

19500

0.1291

31.03.2018

 

 

19500

0.1291

2.

Cherry Sanman Kapale

21500

0.1424

01.04.2017

 

 

21500

0.1424

 

 

27.10.2017

-4000

Transfer

17500

0.1159

17500

0.1159

31.03.2018

 

 

17500

0.1159

3.

Shikha Gawade

5769

0.0382

01.04.2017

 

 

5769

0.0382

 

 

27.10. 2017

-5100

Transfer

669

0.0044

669

0.0044

31.03.2017

 

 

669

0.0044

iv. Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

SI. No.

Name (For Each of the Top 10 Shareholders)

Shareholding at the beginning of the year (As on 01-04-2017)

Date

Increase/ Decrease in shareholding

Reason

Cumulative Shareholding during the year (01-04-17 to 31-03-18)

 

No. of Shares

% of total shares of Company

 

No. of Shares at the beginning (01-04-17)

% of total shares of Company

 

1

PORWAL FINSEC PVT. LIMITED

3288300

21.7768%

Nil movement during the year

3288300

21.7768%

 

2

PADMA PIRLAMARLA

296311

1.9623

Nil movement during the year

296311

1.9623

 

3

AZIZ YAKUB SHAIKH

13350

0.0884

1st April,2017

0

 

13350

0.0884

 

 

 

 

 

02 Jun ,2017

22153

Transfer

35503

0.2351

 

 

 

 

 

25 Aug, 2017

3232

Transfer

38735

0.2565

 

 

 

 

 

24 Nov 2017

10685

Transfer

49420

0.3273

 

 

 

 

 

31st Mar. 2018

0

 

49420

0.3273

 

4

KEYNOTE INDUSTRIES PRIVATE LIMITED

49000

0.3245

Nil movement during the year

49000

0.3245

 

5

SURANA INTERNATIONAL PRIVATE LIMITED

46900

0.3106

Nil movement during the year

46900

0.3106

 

6

EDELWEISS BROKING LTD

26443

0.1751

1st April 2017

0

 

26443

0.1751

 

 

 

07 Apr 2017

36

Transfer

26479

0.1754

 

 

 

14 Apr 2017

1536

Transfer

28015

0.1855

 

 

 

21 Apr 2017

(455)

Transfer

27560

0.1825

 

 

 

28 Apr 2017

295

Transfer

27855

0.1845

 

 

 

 

 

05 May 2017

2706

Transfer

30561

0.2024

 

 

 

 

 

12 May 2017

116

Transfer

30677

0.2032

 

 

 

 

 

19 May 2017

(1540)

Transfer

29137

0.1930

 

 

 

 

 

26 May 2017

116

Transfer

29253

0.1937

 

 

 

 

 

02 Jun 2017

(26607)

Transfer

2646

0.0175

 

 

 

 

 

09 Jun 2017

(882)

Transfer

1764

0.0117

 

 

 

 

 

16 Jun 2017

38

Transfer

1802

0.0119

 

 

 

 

 

23 Jun 2017

145

Transfer

1947

0.0129

 

 

 

 

 

30 Jun 2017

(60)

Transfer

1887

0.0125

 

 

 

 

 

07 Jul 2017

2328

Transfer

4215

0.0279

 

 

 

 

 

14 Jul 2017

(942)

Transfer

3273

0.0217

 

 

 

 

 

21 Jul 2017

(1480)

Transfer

1793

0.0119

 

 

 

 

 

28 Jul 2017

2553

Transfer

4346

0.0288

 

 

 

 

 

11 Aug 2017

9758

Transfer

14104

0.0934

 

 

 

 

 

18 Aug 2017

6550

Transfer

20654

0.1368

 

 

 

 

 

25 Aug 2017

(9332)

Transfer

11322

0.0750

 

 

 

 

 

01 Sep 2017

50

Transfer

11372

0.0753

 

 

 

 

 

08 Sep 2017

5110

Transfer

16482

0.1092

 

 

 

 

 

15 Sep 2017

(4424)

Transfer

12058

0.0799

 

 

 

 

 

22 Sep 2017

4283

Transfer

16341

0.1082

 

 

 

 

 

29 Sep 2017

318

Transfer

16659

0.1103

 

 

 

 

 

13 Oct 2017

5360

Transfer

22019

0.1458

 

 

 

 

 

20 Oct 2017

246

Transfer

22265

0.1475

 

 

 

 

 

27 Oct 2017

15080

Transfer

37345

0.2473

 

 

 

 

 

03 Nov 2017

(2885)

Transfer

34460

0.2282

 

 

 

 

 

10 Nov 2017

(200)

Transfer

34260

0.2269

 

 

 

 

 

17 Nov 2017

3950

Transfer

38210

0.2530

 

 

 

 

 

24 Nov 2017

(14427)

Transfer

23783

0.1575

 

 

 

 

 

01 Dec 2017

300

Transfer

24083

0.1595

 

 

 

 

 

08 Dec 2017

200

Transfer

24283

0.1608

 

 

 

 

 

15 Dec 2017

(200)

Transfer

24083

0.1595

 

 

 

 

 

22 Dec 2017

1175

Transfer

25258

0.1673

 

 

 

 

 

29 Dec 2017

(2575)

Transfer

22683

0.1502

 

 

 

 

 

05 Jan 2018

100

Transfer

22783

0.1509

 

 

 

 

 

12 Jan 2018

2760

Transfer

25543

0.1692

 

 

 

 

 

19 Jan 2018

21971

Transfer

47514

0.3147

 

 

 

 

 

26 Jan 2018

(674)

Transfer

46840

0.3102

 

 

 

 

 

02 Feb 2018

(300)

Transfer

46540

0.3082

 

 

 

 

 

09 Feb 2018

(1204)

Transfer

45336

0.3002

 

 

 

 

 

23 Feb 2018

(8906)

Transfer

36430

0.2413

 

 

 

 

 

02 Mar 2018

(6260)

Transfer

30170

0.1998

 

 

 

 

 

23 Mar 2018

1

Transfer

30171

0.1998

 

 

 

 

 

31 Mar 2018

14123

Transfer

44294

0.2933

 

 

JATIN RASIKLAL MANSATA

1000

0.0066

1st April 2017

0

 

1000

0.0066

 

 

 

 

 

27 Oct 2017

(1000)

Transfer

0

0.0000

 

 

 

SI. No.

Name (For Each of the Top 10 Shareholders)

Shareholding at the beginning of the year (As on 01-04-2017)

Date

Increase/ Decrease in shareholding

Reason

Cumulative Shareholding during the year (01-04-17 to 31-03-18)

 

No. of Shares

% of total shares of Company

 

No. of Shares at the beginning (01-04-17)

% of total shares of Company

 

 

 

 

 

02 Mar 2018

35867

Transfer

35867

0.2375

 

 

 

 

 

31st March 2018

0

 

35867

0.2375

 

8

AJIT KAKUBHAI VAJANI

0

0.0000

1st April 2017

0

 

0

0.0000

 

 

 

09 Mar 2018

28000

Transfer

28000

0.1854

 

 

 

 

 

16 Mar 2018

7000

Transfer

35000

0.2318

 

 

 

 

 

31st Mar. 2018

0

 

35000

0.2318

 

9

MUTHULAKSHMI M

32026

0.2121

Nil movement during the year

32026

0.2121

 

10

KUNJITA IMPEX PRIVATE LIMITED

29378

0.1946

Nil movement during the year

29378

0.1946

 

 

 

 

 

 

11

INDIA NIVESH SECURITIES LIMITED

100400

0.6649

1st April 2017

0

 

100400

0.6649

 

 

 

28 Apr 2017

(400)

Transfer

100000

0.6623

 

 

 

 

 

12 May 2017

1199

Transfer

101199

0.6702

 

 

 

 

 

19 May 2017

(1199)

Transfer

100000

0.6623

 

 

 

 

 

02 Jun 2017

500

Transfer

100500

0.6656

 

 

 

 

 

09 Jun 2017

(400)

Transfer

100100

0.6629

 

 

 

 

 

16 Jun 2017

(100)

Transfer

100000

0.6623

 

 

 

 

 

11 Aug 2017

(98626)

Transfer

1374

0.0091

 

 

 

 

 

18 Aug 2017

(1374)

Transfer

0

0.0000

 

 

 

 

 

08 Sep 2017

2

Transfer

2

0.0000

 

 

 

 

 

15 Sep 2017

(2)

Transfer

0

0.0000

 

 

 

 

 

20 Oct 2017

250

Transfer

250

0.0017

 

 

 

 

 

03 Nov 2017

750

Transfer

1000

0.0066

 

 

 

 

 

10 Nov 2017

(1000)

Transfer

0

0.0000

 

 

 

 

 

17 Nov 2017

50

Transfer

50

0.0003

 

 

 

 

 

23 Mar 2018

1644

Transfer

1694

0.0112

 

 

 

 

 

31 Mar 2018

(644)

Transfer

1050

0.0070

 

12

MAHESH KURUNGHAT SUKUMARAN

87914

0.5822

1st April 2017

0

 

87914

0.5822

 

 

 

12 May 2017

(4730)

Transfer

83184

0.5509

 

 

 

 

 

19 May 2017

(17607)

Transfer

65577

0.4343

 

 

 

 

 

02 Jun 2017

(830)

Transfer

64747

0.4288

 

 

 

 

 

16 Jun 2017

(6170)

Transfer

58577

0.3879

 

 

 

 

 

14 Jul 2017

(54257)

Transfer

4320

0.0286

 

 

 

 

 

11 Aug 2017

54

Transfer

4374

0.0290

 

 

 

 

 

22 Sep 2017

(4374)

Transfer

0

0.0000

 

 

 

 

 

31st Mar. 2018

0

 

0

0.0000

 

13

GOVINDBHAI . LALJIBHAI KAKADIA

32935

0.2181

1st April 2017

 

 

32935

0.2181

 

 

 

12 May 2017

10000

Transfer

42935

0.2843

 

 

 

 

 

23 Jun 2017

(7790)

Transfer

35145

0.2327

 

 

 

 

 

30 Jun 2017

(5500)

Transfer

29645

0.1963

 

 

 

 

 

07 Jul 2017

(6800)

Transfer

22845

0.1513

 

 

 

 

 

14 Jul 2017

(12845)

Transfer

10000

0.0662

 

 

 

 

 

21 Jul 2017

(5000)

Transfer

5000

0.0331

 

 

 

 

 

01 Sep 2017

(5000)

Transfer

0

0.0000

 

 

 

 

 

31st Mar. 2018

0

 

0

0.0000

 

V. Shareholding of Directors and Key Managerial Personnel:

SI. No.

Name (For Each of the Top 10 Shareholders)

Shareholding at the beginning of the year (As on 01-04-2017)

Date

Increase/ Decrease in shareholding

Reason

Cumulative Shareholding during the year (01-04-17 to 31-03-18)

 

No. of Shares

% of total shares of Company

 

No. of Shares at the beginning (01-04-17)

% of total shares of Company

 

A.

DIRECTOR

 

 

 

 

 

 

 

 

1

Mr. Devendra Jain Managing Director

352299

2.3331

Nil movement during the year

352299

2.3331

 

2

Mr. Mukesh Jain Whole Time Director

281105

1.8616

Nil movement during the year

281105

1.8616

 

3

Mr. Surendra Jain Whole Time Director

389280

2.5780

Nil movement during the year

389280

2.5780

 

4

Mr. Nitin Dafria Independent Director

0

0

Nil Holding during the year

0

0

 

5

Mr. Surajmal Kucheria Independent Director

0

0

Nil Holding during the year

0

0

 

6

Mr. Ramesh kashyap Independent Director

0

0

Nil Holding during the year

0

0

 

7

Mrs. Rajni Jain Independent Director

0

0

Nil Holding during the year

0

0

 

B. KEY MANAGEMENT PRSONNEL

 

1

Mr. Shailesh Jain-CFO

1,92,800

1.2768

01-04-17

 

Nil Move-ment during the year

 

 

 

 

 

 

 

31-03-18

 

1,92,800

1.2768

 

2

Ms. Arwa Saifee-CS

0

0

01-04-2017

0

Nil Holding during the year

0

0

 

 

 

 

 

30-11-17

 

 

 

 

3

Ms. Hansika Mittal-CS

0

0

08-02-18

 

0

0

 

 

 

 

 

31-03-18

 

0

0

 

Note : CS Arwa Saifee has resigned from office of Company Secretary as on 1st December, 2017.

V INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment.

SN

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

 

Indebtedness at the beginning of the financial year (01.04.2017)

 

 

 

 

i)

Principal Amount

7,82,88,919

-

-

7,82,88,919

ii)

Interest due but not paid

-

-

-

-

iii)

Interest accrued but not due

-

-

-

-

 

Total (i+ii+iii)

7,82,88,919

-

-

7,82,88,919

 

Change in Indebtedness during the financial year

 

-

-

 

 

•Addition

11,03,94,546/-

-

-

11,03,94,546/-

 

*Reduction

(1,08,93,814)/-

 

 

(1,08,93,814)/-

 

Net Change

99500732/-

-

-

99500732/-

 

Indebtedness at the end of the financial year (31.03.2018)

 

-

-

 

i)

Principal Amount

177789651 /-

-

-

177789651 /-

ii)

Interest due but not paid

-

-

-

-

iii)

Interest accrued but not due

-

-

-

-

 

Total (i+ii+iii)

177789651 /-

-

-

177789651 /-

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

 A Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN

Particulars of Remuneration

 

Name of MD/WTD/ Manager

Total Amount

 

Mr. Devendra Jain

Mr. Mukesh Jain

Mr. Surendra Jain

 

1

Gross salary

 

 

 

 

 

 

(a) Salary as per provisions contained in section 17(1)

 

 

 

 

 

 

of the Income-tax Act, 1961

 

3600000

3600000

3600000

10800000

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

 

-

-

-

-

 

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

 

-

-

-

-

2

Stock Option

 

-

-

-

-

3

Sweat Equity

 

-

-

-

-

4

Commission

 

 

 

 

 

 

- as % of profit-

 

-

-

-

 

 

- others, specify. ..-

 

-

-

-

 

5

Others, please specify-

 

-

-

-

 

 

Total (A)

 

3600000

3600000

3600000

10800000

 

Ceiling as per the Act

 

As per schedule V of Companies Act 2013

B Remuneration to other directors

SN

Particulars of Remuneration

Name of Directors

Total Amount

1

Independent Directors

Mr. Nitin Dafria

Mr. Surajmal Kucheria

Mr. Ramesh Kashyap

Mrs. Rajni Jain

 

 

Fee for attending board committee meetings

5000

5000

6000

6000

22000

 

Commission

-

-

-

-

-

 

Others, please specify

-

-

-

-

-

 

Total (1)

5000

5000

6000

6000

22000

2

Other Non-Executive Directors

 

 

 

 

 

 

Fee for attending board committee meetings

-

-

-

-

-

 

Commission

-

-

-

-

-

 

Others, please specify

-

-

-

-

-

 

Total (2)

-

-

-

-

-

 

Total (B)=(1+2)

5000

5000

6000

6000

22000

 

Total Managerial Remuneration

5000

5000

6000

6000

22000

 

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD /MANAGER/ WTD

SN

Particulars of Remuneration

Key Managerial Personnel

CFO

cs

CS

Total Amount

Shailesh Jain

Arwa Saifee

Ms. Hansika Mittal

 

1

Gross salary

2700000

172000

37270

2958000

 

(a) Salary as per provisions contained in section 17(1) of the

 

 

 

 

 

Income-tax Act, 1961

-

-

-

 

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-

-

 

 

 

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

-

-

-

 

2

Stock Option

-

-

-

 

3

Sweat Equity

 

 

 

 

4

Commission

-

-

-

 

 

- as % of profit

-

-

-

 

 

- others, specify...

-

-

-

 

5

Others, please specify

-

-

-

 

 

Total (A)

2700000

172000

37270

2958000

Note: CS Arwa Saifee has resigned from office of Company Secretary as on 1.12.2017 and Ms. Hansika Mittal appointed as Company Secretary of the Company w.e.f. 08.02.2018.

VII PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

 There were no Penalties/ Punishment/ Compounding of Offences for the year ended 31st March 2018.

 

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

 

A. COMPANY

 

 

NIL

 

 

Penalty

 

Punishment

 

Compounding

 

B. DIRECTORS

 

Penalty

 

Punishment

 

Compounding

 

C. OTHER OFFICERS IN DEFAULT

 

Penalty

 

Punishment

 

Compounding

Note : Extract of Annual Return i.e. form MGT-9 can be also assessed on the weblink of the Company http:// www. porwalauto.com/pdf/MGT-9_PACL.pdf

Date: 11.08.2018

For and on behalf of the Board of Directors Porwal Auto Components Limited

Place: Pithampur

 

 

Registered office

Mukesh Jain

Devendra Jain

Rot No. 209, Sector No. 1, Industrial Area, Pthampur (M.P) 454775
CIN: L34300MP1992PLC006912

Whole time Director (DIN -00245111)

Managing Director (DIN - 00232920)

Annexure - II FORM No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FlNANCIAL YEAR ENDED 31ST MARCH 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

PORWAL AUTO COMPONENTS LI Ml TED

(L34300MP1992PLC006912)

Plot No. 209, Sector 1,

Industrial Area, Pithampur

MP 454775 IN

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PORWAL AUTO COMPONENTS LIMITED,(hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Ptegulation) Act, 1956 ('SCRA') and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; which is not applicable to the company during audit period:

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; which is not applicable to the company during audit period:

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; which is not applicable to the company during audit period:

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; which is not applicable to the company during audit period

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; which is not applicable to the company during audit period

i. The Securities and Exchange Board of India (Listing obligations And Disclosure Requirements) Regulations, 2015 (in so far as they are made applicable from time to time).

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

I report that, during the year under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines and Standards mentioned above.

I further report that, the compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

I further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the year under review there has been no change took place in the composition of Board of Directors.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

I further report that, based on the information provided and the representation made by the Company,that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, and there were no other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, etc. having a major bearing on the Company's affairs.

 

SHRADDHA JAIN

 

PRACTISING COMPANY SECRETARY

 

ACS No: 39488

Place: Indore

C P No: 14717

Date: 11.08.2018

 

ANNEXURE-III

The information under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2018 is given here below and forms part of the Board Report.

A. Conservation of Energy :

i. The steps taken or impact on conservation of energy

• Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

• Upgradation of Machineries and installation of new machineries based on fuel or power efficiency.

• Monitoring the maximum demand and power load factor on daily basis.

• Replacement of inefficient motors with energy efficient motors.

ii. The steps taken by the Company for utilizing alternate sources of energy During the year under review the Company utilized solar energy for electricity.

Ill. Capital Investment on Energy Conservation Equipments

The Company acknowledges the fact that investment in energy conservation offers significant economic benefits in addition to climate change benefits.

The Company has setup solar power plant in the year 2013-14 for environment protection and conservation of energy. The Company has invested Rs. 11.97 crores as capital investment on energy conservation equipment. In the year 2016-2017 and 2017-2018, the Company has earned total receipt of Rs. 142.80 Lacs and Rs. 144.88 Lacs respectively from the solar power generation unit.

The Company has setup another solar power plant in the year 2017-18 of three mega watt for the captive consumption. The Company has invested Rs. 13.49 crores as capital investment. In the year 2017-2018, the Company has earned total receipt of Rs. 96.02 Lacs from the solar power generation unit.

B. Technology Absorption

I. The efforts made towards technology absorption Installation of solar power generation unit for electricity.

ii. The benefits derived like increase in productivity and cost reduction.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - The company is using manufacturing technology which is entirely indigenous.

iv. Expenditure on R&D - Research & Development activities are being carried out as part of the Company's normal business activities. In order to maintain its position, your Company is continuously upgrading its technology to meet the ever increasing demands of its customers. The Company is regular in adding new equipments for testing. During the year the Company has made an investment of Rs. 40.51 Lacs approximately towards Research and Development.

c.

Foreign exchange earnings and Outgo-

2017-18

2016-17

 

Foreign exchange earnings

NIL

NIL

 

Foreign exchange outgo

9.48 lacs

NIL

 

(Travelling Expenses)

 

 

 

Date: 11.08.2018 Place: Pithampur

For and on behalf of the Board of Directors Porwal Auto Components Limited

Registered office

Mukesh Jain

Devendra Jain

Rot No. 209, Sector No. 1, Industrial Area, Pithampur (M.P) 454775
CIN: L34300MP1992PLC006912

Whole time Director

Managing Director

(DIN- 00245111)

(DIN - 00232920)

 

 

Annexure - IV

DETAILS PERTAINlNG TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 and the comparison of remuneration of each key Managerial Personnel (KMP) against the performance of the Company are as under:

s.No.

Name of Director/ KMP and Designation

Designation

Remuneration of Director/ KMP for financial year 2017-18

% increase in Remuneration in the Financial Year 2017-1 8

Ratio of Remuneration of each Director to median remuneration of employees

1.

Mr. Devendra Jain

Managing Director

36,00,000

5.88%

33:1

2.

Mr. Mukesh Jain

Whole Time Director

36,00,000

5.88%

33:1

3.

Mi. Surendra Utavlal Jain

Whole Time Director

36,00,000

5.88%

33:1

4.

Mr. Surajmal Kucheria

Independent Non Executive Director

—

—

NA

5.

Mr. Nitin Dafria

Independent Non Executive Director

—

—

NA

6.

Mr. Ramesh Kashyap

Independent Non Executive Director

—

—

NA

7.

Mrs. Rajni Jain

Independent Non Executive Director

—

—

NA

8.

Mr. Shailesh Jain

CFO

2700000

5.88%

—

9.

Ms. Arwa Saifee

Company Secretary

172000

—

—

10.

Ms. Hansika Mittal

Company Secretary

37270

—

—

NOTE:

- None of the Independent Directors of the Company received any remuneration during the financial year 2017-18

- Ms. Hansika Mittal was appointed on 08.02.2018. Therefore no percentage Increase/decrease in Remuneration in the Financial Year 2017-18 is seen.

(ii) The percentage increase in the median remuneration of employees in the financial year- 6.33% (iii) The number of permanent employees on the rolls of Company as on March 31, 2018- 325

Employees (iv) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was 13.55% whereas there is increase in the managerial remuneration for the same financial year was 17.64%. There are no exceptional circumstances for increase/decrease in the managerial remuneration.

(v) The key parameters for any variable component of remuneration availed by the directors are approved by the Board of Directors based on the recommendation of Nomination & Remuneration Committee.

(vi) It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration

Policy for Directors, Key Managerial Personnel and other Employees.

Annexure - V

DETAILS PERTAINlNG TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) & 5 (3) OF CHAPTER XIII, THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, AND FORMING PART OF THE BOARDS' REPORT

s.No.

Name

Designation

Remuneration received

Qualification and Experience

Date of Joining

Age

Last Employment

1

Mr. Surendra Jain

Whole Time Director

36,00,000

B. E (Mech), 42 Years experience of Business & Industry.

07.06.2005

66 Years

Trivent Conductors Limited, Indore

2

Mr. Devendra Jain

Managing Director

36,00,000

B. E. (Mech), 41 Years experience of Business & Industry

03.02.1992

64 years

Porwal Diesel Pvt. Ltd., Pithampur

3

Mr. Mukesh Jain

Whole Time Director

36,00,000

Graduate in commerce, 38 Years experience of Business & Industry

31.03.1998

62 years

Porwal Udhyog

4

Mr. Shailesh Jain

CFO

27,00,000

B. Com ; 34 Years

01.04.1999

60 years

Porwal Diesela Pvt. Ltd., Pithampur

5

Mr. Atin Jain

Chief Operating Officer

24,00,000

MBA (Foreign), 16 Years

01.04.2014

41 Years

Porwal Diesel Pvt. Ltd., Pithampur

6

Mr. Anish Jain

Commercial Manager

21,00,000

BBA MBA, 10 Years

01.04.2008

31 years

 

7

Mr. Raveen Snha

Vice President (Oper.)

16,80,000

B. Tech , MCA ; 33 Years

25.11.2015

58 Years

Priyanshi Casting Pvt. Ltd., Pithampur

8

Mr. Nutan Joshi

Maintanance Manager

8,40,000

B. Sc , DME ; 34 Years

05.09.2015

58 Years

Pioneer Enginee. P. Ltd. Ujjain

9

Mr. Sunil Lanjewar

Quality Manager

804000

B. E. (Mech), 18 Years

19.09.2006

41 Years

Raneka Industries Ltd., Pithampur

10

Mr. Narendra Malakar

NPD Manager

7,92,000

B.E. (Mech), 17 Years

02.02.2010

38 Years

 

11

Mr. Bhupesh Sngh

Manager Production

7,20,000

B. SC., 17 Years

18.02.2017

43 years

 

12

Mr. G. L Tirole

Accounts & Finance Manager

684000

M. Com., MBA Finance; 27 years

02.02.1995

52 Years

N. K. Machines Pvt. Ltd, Indore

13

Mr. R. K. Sahu

H R Manager

6,24,000

B. A. 20 years

02.02.2001

48 Years

Gomtesh Engineering, Pithampur

14

Mr. Anil Mendiratta

Marketing Manager

5,40,000

B.A. ; 26 Years

01.05.2014

51 Years

Phooltas Temper Pvt. Ltd. New Delhi

15

Neeraj Kumar Hundi

Assistant Manager

4,50,000

BE (Electronics);

01.04.2015

35 Years

Apicom Automation Pvt. Ltd. Bangalore

1. None of the employees holds 2% or more of the paid up equity share capital of the Company as per clause (iii) of sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

2. Mr. Surendra Jain, Mr. Devendra Jain, Mr. Mukesh Jain and Mr. Shailesh Jain are Brothers, Atin Jain and Anish Jain are relatives of KMR

3. All the above employees are permanent employees of the Company. 


Mar 31, 2016

BOARDS'' REPORT

To

The Members of

Porwal Auto Components Ltd.

Pithampur-454775

The directors are pleased to present the 24th Annual Report together with the Audited financial Statement for the year ended 31st March, 2016.

1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK :

1.1 Financial Results highlights and summary

(Rs. in lacs)

Particulars

As on 31.03.2016

As on 31.03.2015

Total Income

8255.91

7267.21

Less : Total Expenditures

7385.06

6505.44

Profit before Interest, Tax & Depreciation

870.84

761.77

Less : Financial Charges

190.18

171.64

Less : Depreciation

368.12

417.22

Profit before tax

312.54

172.91

Less: Provision for tax-

Current Tax

66.20

36.50

Deferred Tax

22.92

24.50

Profit/(Loss) after tax

223.42

111.91

During the year under review the Company has reported a turnover of Rs. 8255.91 Lacs against the turnover of Rs. 7267.21 Lacs in the Previous Financial Year, registering a growth of 13.60%. The overall expense of the Company has also increased from Rs. 6505.44 Lacs to Rs. 7385.06 Lacs due to high operational cost and financial charges. The Company''s has earned a net profit of Rs. 223.42 Lacs as compared to net profit of Rs.

111.91 Lacs in previous Financial Year.

1.2 OPERATIONS AND FUTURE OUTLOOK

The automobile sector in India has come a long way. The automobile industry is one of India''s major sectors; accounting for 22% of the country''s manufacturing GDP. The Indian auto industry comprising passenger cars, two-wheelers, three-wheelers and commercial vehicles is the seventh-largest in the world with an annual production of 17.5 million vehicles of which 2.3 million are exported. Indian Auto market has the potential to dominate the Global auto industry, provided, a conducive environment is created for potential innovators to come up with new pilot projects.

Prospectus of the auto components industry for 2016 look better as increased vehicle demand would convert into increased revenue for the components industry. In order to survive in the challenging and competitive environment, the company kept its focus on improving operational efficiencies. Looking to the more favorable conditions for automobile sector in the coming years, the Indian Auto components industry is set to become the third largest in the world by 2025.

The Indian solar energy sector has been growing rapidly in the past few years, majorly due to government''s initiatives such as tax exemptions and subsidies. Solar power being the best suited energy source, solar power generation unit has been set up by your Company in 2013-2014 at village kakodiya Tarana District, Ujjain, Madhya Pradesh for captive consumption. By putting solar power generation unit, the company provides electricity units to Madhya Pradesh Paschim Kashetra Vidyut Vitaran Co. Ltd (MPPVVCL) and receives the credit of the same by the settlement of the electricity bill. During the year 2015-2016, the Company has earned total receipt of Rs. 133.65 Lacs from the solar power generation unit.

1.3 Change in nature of Business

During the year there was no change in business activity of the company.

1.4 Changes in Share Capital

During the Financial Year 2015-16 there was no change in capital structure of the company. The paid up equity capital as on March 31, 2016 was Rs.1510 Lakhs. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

1.5 Revision of Annual Financial Statement

There was no case of revision in financial statement during the year.

2. Transfer to Reserves

During the year the Company has not transferred any amount to the reserves.

3. Dividend

Looking at the growth in performance of the Company, your Directors are pleased to recommend a final dividend of 3% on the equity shares i.e. Re 0.30/- per equity share of face value of Rs 10/- for the financial year 2015-2016 subject to Approval of the members in the ensuing Annual General Meeting.

4. Deposits

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. Material changes and commitments after the end of Financial Year

There are no material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company and date of the report.

6. Subsidiary, Associate Companies or Joint Venture

The Company does not have any subsidiary company or associate company or any joint venture or Holding company.

7. Extracts of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure I.

8. Number of Meetings of the Board

During the year under review the Board meets Four times viz. May 21, 2015; August 10, 2015; October

31, 2015 and February 06, 2016. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

9. Directors'' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a . In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for the year ended on that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d. The Directors have had prepared the annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

10. Reporting of fraud by Statutory Auditors

There was no fraud in the Company; hence no reporting was made by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

11. Declaration by Independent Directors

11.1 Declaration by Independent Directors

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under.

11.2 Meetings of Independent Directors

During the year under review, a separate meeting of Independent Directors was held on March 31, 2016, interlaid, to discuss:

- evaluation of the performance of Non-Independent Directors and Board of Directors as a whole.

- evaluation of the performance of the Chairman of the Company, taking into account the views of the

Executive Directors.

- evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and necessarily perform its duties.

All the Independent Directors were present at the said Meeting.

11.3 Familiarization Programme

The objective of a familiarization programme is to ensure that the non-executive directors are updated on the business environment and overall operations of the Company. This enables the non-executive directors to make better informed decisions in the interest of the Company and its stakeholders.

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

With a view to familiarize the independent directors with the Company''s operations, as required under regulation 25(7) of the SEBI Listing Regulations, 2015, the familiarization programme has been posted on the website of the Company under the web link -http://www.porwalauto.com/ FamiliarisationProgrammeforIndependentDirectors.pdf

12. Nomination & Remuneration Committee and Stakeholders Relationship Committee

As per the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 and 20 of SEBI (LODR) Regulations, 2015 the Company has constituted Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of the above Committees, their terms of reference detailed in the report of Corporate Governance.

13. Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has approved and adopted a Remuneration Policy for selection and appointment of Directors, Senior Management personnel and their remuneration. The Remuneration Policy of the Company forms part of this report as Annexure II.

14. Auditors

14.1 Statutory Auditor

At the Annual General Meeting held on 29th September 2014, M/s ASSG & Associates, Chartered Accountants (ICAI Firm Registration No. 012120C) were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s ASSG & Associates, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Explanation to Auditor''s Remark

The Board has duly reviewed the statutory Auditors Report on the Accounts. The notes forming part of the accounts referred to in the Auditors Report of the Company are self explanatory and do not call for any further explanation.

14.2 Secretarial Auditor

The Board has appointed Ms. Shraddha Jain, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board in its meeting held on 06.08.2016 has appointed Ms. Shraddha Jain, Practicing Company Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2016-17.

14.3 Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Company''s Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

15. Particulars of loans, guarantees or investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

16. Particulars of contracts or arrangements with Related Parties

In accordance with the provisions of Section 188 of the Companies Act, 2013 and rules made there under, the transactions entered into with related parties are in the ordinary course of business and on an arm''s length pricing basis, the details of which are included in the notes forming part of the financial statements. There are no material contracts or arrangement or transactions during the year. Accordingly, information in Form AOC-

2, is not annexed.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.porwalauto.com

17. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

Information as per Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure IV forming part of this report.

18. Risk Management

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

19. Corporate Social Responsibility

Your company does not meet the requirements of Section 135 of Companies Act, 2013 for establishing Corporate Social responsibility (CSR) committee; therefore no such committee was established by the Board.

20. Performance Evaluation of the Board-

Pursuant to the provisions of section 134 of Companies Act 2013 and Regulation 25(4)(a) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually including Independent Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

21. Directors and Key Managerial Personnel

Mr. Surendra Jain (DIN: 00245154), retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

During the year under review, the Board in its Meeting held on 10th August 2015, Ms Shilpa Gulani has resigned from the post of Company Secretary w.e.f. 17th August 2015 and Ms Arwa Saifee has been appointed as the Company Secretary of the Company with immediate effect.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

22. Code of Conduct

The Company has laid down a code of conduct for all Board members and senior management and Independent Directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct.

23. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

24. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to M/s Jain Praveen and Associates, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

25. Audit Committee

The Audit Committee comprises of Mr. Nitin Dafria as Chairman, Mr. Surajmal Kucheria and Mr. Ramesh Kashyap as members. All the recommendations made by the Audit Committee were accepted by the Board. The details of meetings of Audit Committee held during the year, its composition, terms of reference are given in the Report on Corporate Governance.

26. Vigil Mechanism/Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable Directors and employees of the Company to report unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides adequate safeguards against victimization of Directors/ employees and direct access to the Chairman of the Audit Committee in exceptional cases.

The Whistle Blower Policy has been disclosed on the Company''s at www.porwalauto.com and circulated to all the Directors and employees.

27. Commission received by directors from holding/subsidiary Company.

The Company does not have any holding/ subsidiary company. Hence provisions of section 197 (14) of Companies Act, 2013 are not applicable to the Company.

28. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is enclosed as Annexure V and forms the part of this Board Report.

29. Particulars of Employees

The Ministry of Corporate Affairs Government of India (vide its circular no. G.S.R. 646 (E) dated 30th June, 2016) has revised the limit of employee drawing remuneration in excess of Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/-p.m.

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/- p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended has not been given here.

Further the particulars of top ten employees in terms of remuneration drawn required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is enclosed as Annexure VI and forms the part of this Board Report.

30. Voting Rights of employees

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67(3)(c) of Companies Act, 2013.

31. Disclosure regarding issue of Employee Stock Options

The Company has not issued shares under employee''s stock options scheme pursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

32. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

33. Corporate Governance Report

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report in pursuance of requirement of para C of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure VII. Auditor''s certificate confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached to this Report.

34. Management Discussion and Analysis Statement

Management Discussion and Analysis statement in pursuance of requirement of para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are attached to this report as Annexure - VIII.

35. Listing at Stock Exchange

The Equity shares of the Company are listed with BSE Ltd, Mumbai and the listing fee for the year 2016-17 has been duly paid.

36. Depository System

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

37. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

38. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Company''s plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

39. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

It may be noted that during the year 2015-16, no grievance / complaint from any women employee was reported.

40. Acknowledgements

Your Directors place on record their gratitude to all the Government and semi government departments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

Place: Pithampur

Date: 06.08.2016

For & on behalf of the

Board of Directors

Registered office Porwal Auto Components Limited

Plot No. 209, Sector No. 1,

Industrial Area, SURENDRA JAIN

Pithampur (M.P.) 454775 Chairman


Mar 31, 2015

To

The Members of

Porwal Auto Components Ltd.

Pithampur-454775

The directors are pleased to present the 23rd Annual Report together with the Audited financial Statement for the year ended 31st March, 2015.

1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK :

1.1 Financial Results highlights and summary

(Rs. in lacs)

Particulars As on 31.03.2015 As on 31.03.2014

Total Income 7267.21 4780.23

Less : Total Expenditures 6505.44 4363.35

Profit before Interest, Tax & Depreciation 761.77 416.88

Less : Financial Charges 171.64 53.90

Less : Depreciation 417.22 446.15

Profit before tax 172.91 (83.18)

Less: Provision for tax-

Current Tax 36.50 -

Deferred Tax 24.50 (23.67)

Profit/(Loss) after tax 111.91 (59.51)

During the year under review the Company has reported a turnover of Rs. 7267.21 Lacs against the turnover of Rs.4780.23 Lacs in the Previous Financial Year, registering a growth of 52.03%. The overall expense of the Company has also increased from Rs. 4363.35 Lacs to Rs. 6505.44 Lacs due to high operational cost and financial charges The Company's has earned a net profit of Rs. 111.91 Lacs as compared to net loss of Rs.59.51 in previous Financial Year.

1.2 OPERATIONS AND FUTURE OUTLOOK

The Indian auto industry has entered the new fiscal on an optimistic note after reporting a 7.22% increase in overall vehicle sales in 2014-15, ending two years of sales fall, on the back of rising demand for passenger vehicles, two wheelers and medium and heavy commercial vehicles. The Passenger Vehicle Segment during the year under review grew by about 5% over the previous year. The Commercial Vehicle Segment remained flat after two years of successive de-growth of about 9% and 16%. Tractors however registered a 13% fall in Sales.

For the current fiscal, the industry expects sales to grow across all segments. In this challenging environ- ment, the company kept its focus on improving operational efficiencies to remain competitive and also facing the tough competition. The company continued its strong growth across major markets, as the automotive sector's revenue is generated primarily by sales of vehicles, parts and accessories. It is expected that FY 2015-16 will be much better for the industry as compared to the last fiscal year and conditions will be more favorable for automobile sector.

Looking to bright prospects in the solar industries and high consumption of power, your Company has set-up solar power generation unit in the financial year 2013-14 at village Kadodiya, Tarana Dist. Ujjain M.P. for captive consumption. By putting solar power generation unit, the company provides electricity units to Madhya Pradesh Paschim Kshetra Vidyut Vitaran Co. Ltd. (MPPVVCL) and receives the credit of the same by the settlement of electricity bill. During the year 2014-15 the Company has earned total receipts of Rs. 402.94 Lacs form solar power generation unit.

1.3 Change in nature of Business

During the year there was no change in business activity of the company.

1.4 Changes in Share Capital

During the Financial Year 2014-15 there was no change in capital structure of the company. The paid up equity capital as on March 31, 2015 was Rs.1510 Lakhs. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

1.5 Revision of Annual Financial Statement

There was no case of revision in financial statement during the year.

2. Transfer to Reserves

During the year the Company has not transferred any amount to the reserves.

3. Dividend

In view of the Strengthening position of the Company the Director of the Company have decided not to pay dividend for the year.

4. Deposits

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. Material changes and commitments after the end of Financial Year

There are no material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company and date of the report.

6. Subsidiary, Associate Companies or Joint Venture

The Company does not have any subsidiary company or associate company or any joint venture or Holding company.

7. Extracts of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as Annexure I.

8. Number of Meetings of the Board

During the year under review the Board meets five times viz. May 29, 2014; July 30, 2014; October 30, 2014, January 30, 2015 and March 30, 2015. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

9. Directors' Responsibility Statement

In terms of Section 134(3) (c ) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judg- ments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit for the year ended on that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d. The Directors have had prepared the annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

10. Reporting of fraud by Statutory Auditors

There were no fraud in the Company; hence no reporting was made by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

11. Appointment and Declaration by Independent Directors

11.1 Appointment of Independent Directors

At the Annual General Meeting held on 29.09.2014, the members approved the appointment of Mr. Nitin Dafira, Mr. Surajmal Kucheria & Mr. Ramesh Kashyap as Independent Directors of the Company for a term of 5 years to hold the office till 31st March, 2019 who are not liable to retire by rotation.

During the year, the Board of Directors at their meeting held on 30.03.2015 have appointed Mrs. Rajni Jain as an Additional Director in the capacity of Non executive Independent Director to hold office up to the date of forthcoming Annual General Meeting.

11.2 Declaration by Independent Directors

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with stock exchanges. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as well as concerning provisions of Clause 49 of the Listing Agreement with stock exchanges.

11.3 Meetings of Independent Directors

During the year under review, a separate meeting of Independent Directors was held on March 30, 2015, interalia, to discuss:

- evaluation of the performance of Non-Independent Directors and Board of Directors as a whole.

- evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive Directors.

- evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and necessarily perform its duties.

All the Independent Directors were present at the said Meeting.

11.4 Familiarization Programme

The Company shall through its Executive Directors / Senior Managerial Personnel conduct programs / presen- tations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

The details of familiarization programme have been posted on the website of the Company under the web link - http://www.porwalauto.com/FamiliarisationProgrammeforIndependent Directors.pdf

12. Nomination & Remuneration Committee and Stakeholders Relationship Committee

As per the requirement of Section 178 of the Companies Act, 2013 and clause 49 of listing agreement the Company have constituted Nomination and Remuneration Committee and Stakeholders Relationship Commit- tee. The Composition of the above Committees, their terms of reference detailed in the report of Corporate Governance.

13. Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has approved and adopted a Remuneration Policy for selection and appointment of Directors, Senior Management personnel and their remuneration. The Remuneration Policy of the Company forms part of this report as Annexure II.

14. Auditors

14.1 Statutory Auditor

At the Annual General Meeting held on 29th September 2014, M/s ASSG & Associates, Chartered Accountants (ICAI Firm Registration No. 012120C) were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s ASSG & Associates, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Explanation to Auditor's Remark

The Board has duly reviewed the statutory Auditors Report on the Accounts. The notes forming part of the accounts referred to in the Auditors Report of the Company are self explanatory and do not call for any further explanation.

14.2 Secretarial Auditor

The Board has appointed Mr. Ashish Nayak, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board in its meeting held on 10.08.2015 has appointed Ms. Shraddha Jain, Practicing Company Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2015-16.

14.3 Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Company's Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

15. Particulars of loans, guarantees or investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

16. Particulars of contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as ap- proved by the Board may be accessed on the Company's website at www.porwalauto.com

Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

17. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

Information as per Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure IV forming part of this report.

18. Risk Management

The Company has developed a Risk Management Policy which laid down the procedures to inform to the Board about the risk assessment and minimization procedures. The main aim to develop a risk management policy is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business.

19. Corporate Social Responsibility

Your company does not meet the requirements of Section 135 of Companies Act, 2013 for establishing Corporate Social responsibility (CSR) committee; therefore no such committee was established by the Board.

20. Performance Evaluation of the Board

Pursuant to the provisions of section 134 of Companies Act 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evalu- ation process for the Board, its Committees and Director including the Independent Directors.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level Committees are given in detail in the report on Corporate Governance, which forms part of this Annual Report.

21. Directors and Key Managerial Personnel

Mr. Mukesh Jain, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

During the year, the Board of Directors appointed Mrs. Rajni Jain as an Additional Director in the capacity of Non-Executive Independent Director with effect from 30.03.2015 to hold office up to the date of forthcoming Annual General Meeting. The Board proposed the appointment of Mrs. Rajni Jain as Independent Director for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 29th March, 2020 on non-rotational basis.

The Company has also received notice in writing from the member as required under section 160 of the Act for proposal for appointment of Mrs. Rajni Jain as Independent Director of the Company at the ensuing Annual General Meeting.

The Board recommends the resolution for approval of members for the above appointments.

During the year under review, the members approved the appointment of Mr. Nitin Dafira, Mr. Surajmal Kucheria & Mr. Ramesh Kashyap as Independent Director for a term of 5 years to hold the office till 31st March, 2019 who are not liable to retire by rotation. The members have also re-appointed Mr. Surendra Jain as Chairman, Mr. Devendra Jain as Managing Director and Mr. Mukesh Jain as Whole Time Director of the Company for further period of three years till 31st July 2017.

At the Board Meeting held on 29th May 2014, Mr. Shailesh Jain appointed as CFO & Ms. Shilpa Gulani appointed as company secretary of the Company.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

22. Code of Conduct

The Company has laid down a code of conduct for all Board members and senior management and Indepen- dent Directors of the Company. All the Board members including independent directors and senior manage- ment personnel have affirmed compliance with the code of conduct.

23. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

24. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to M/s Jain Praveen and Associates, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & sugges- tions, follow up & remedial measures are being taken on a regular basis.

25. Audit Committee

The Audit Committee comprises of Mr. Nitin Dafria as Chairman, Mr. Surajmal Kucheria and Mr. Ramesh Kashyap as members. All the recommendations made by the Audit Committee were accepted by the Board. The details of meeting of Audit Committee held during the year, its composition, terms of reference are given in the Report on Corporate Governance.

26. Whistle Blower/Vigil Mechanism Policy

Your Company has established a Whistle Blower/ Vigil Mechanism Policy to enable Directors and employees of the Company to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides adequate safeguards against victimization of Directors/ employees and direct access to the Chairman of the Audit Committee in exceptional cases.

The Whistle Blower Policy has been disclosed on the Company's at www.porwalauto.com and circulated to all the Directors and employees.

27. Commission received by directors from holding/subsidiary

The Company does not have any holding/ subsidiary company. Hence provisions of section 197 (14) of Companies Act, 2013 are not applicable to the Company.

28. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure V and forms the part of this Directors Report

29. Particulars of Employees

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given here.

30. Voting Rights of employees

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67 (3) (c) of Companies Act, 2013.

31. Disclosure regarding issue of Employee Stock Options

The Company does not have issued shares under employee's stock options scheme pursuant to provisions of Section Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

32. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture Rules, 2014) during the Financial Year.

33. Corporate Governance Report

Report on Corporate Governance as required under the Listing Agreement with the Stock Exchange along with the certificate of the Auditors, M/s. ASSG & Associates, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this report as Annexure VI.

34. Management Discussion and Analysis Statement

Management Discussion and Analysis statement as required under the Listing Agreement with the Stock Exchange are attached to this report as Annexure – VII.

35. Listing at Stock Exchange

The Equity shares of the Company are listed with BSE Ltd, Mumbai.

36. Depository System

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

37. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

38. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company's plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

39. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

It may be noted that during the year 2014-15, no grievance / complaint from any women employee was reported.

40. Acknowledgements

Your Directors place on record their gratitude to all the Government and semi government departments and Company's Bankers, for the assistance and co-operation and encouragement they extended to the Com- pany. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

Place: Pithampur For & on behalf of the Board of Directors

Date: 10.08.2015 Porwal Auto Components Limited

Registered office SURENDRA JAIN

Plot No. 209, Sector No. 1, Industrial Area, Chairman

Pithampur (M.P.) 454775


Mar 31, 2014

The Members of

Porwal Auto Components Ltd.

The Directors submit the Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2014.

1. Financial Results:

(Rs. in lacs)

Particulars As on 31.03.2014 As on 31.03.2013

Revenue from operations 4744.12 7693.22

Other Income 36.11 62.56

Operating Expenditure 4363.35 7131.17

Interest & Depreciation 500.06 505.15

Profit before Tax (83.18) 119.46

Provisions for Tax (23.67) 42.95

Profit after Tax (59.51) 76.51

2 Company''s Performance & Future Outlook

The Indian auto components industry, that has been battling weak demand over the last two years, continued to experience sluggish production output and hence revenue growth during this year is also decreased. The financial year 2013-14 was a tough year, besides slowing down of economy, factors such as tight liquidity and generally weak sentiments led to reduce consumption. Demand in your Company''s product also slowed down in 2013-14 thus limiting top line development. The last year was one of worst year and adversely affected due to slow down in the automobile sector and turnover has decreased by 40% and the bottom line has turned into negative and incurred the net loss of Rs.59 Lacs against the net profit of Rs.76 Lacs.

India''s automobile industry, facing its second successive year of sales decline. However in this challenging environment, the company kept its focus on improving operational efficiencies to remain competitive and also facing the tough competition. The company continued its strong growth across major markets, as the automotive sector''s revenue is generated primarily by sales of vehicles, parts and accessories. It is expected that FY 2014-15 will be much better for the industry as compared to the last fiscal year and conditions will be favorable for automobile sector.

Looking to bright prospects in the solar industries and high consumption of power, your Company has set-up solar power generation unit in the financial year 2013-14 at village Kadodiya, Tarana Dist. Ujjain M.P. for captive consumption. By putting solar power generation unit, the company provides electricity units to Madhya Pradesh Paschim Kshetra Vidyut Vitaran Co. Ltd. (MPPVVCL) and receives the credit of the same by the settlement of electricity bill. The solar power generation unit is being put in use in January 2014 and has earned total receipts of 84 lacs upto March, 2014.

3. Dividend

Your directors do not recommend any dividend due to losses in the current year.

4. Director

Mr. Devendra Jain has been re-appointed as Managing Director of the Company for a period of three years commencing from 1st August 2014. Mr. Mukesh Jain has been re-appointed as Whole Time Director and Mr. Surendra Kumar Jain has been re-appointed as Chairman & Executive Director of the Company w.e.f 1st August 2014 for a term of three years, pursuant to the provisions of sections 196, 197, 203 and applicable provisions if any, of companies act 2013

Further Mr. Nitin Dafria, Mr. Surajmal Kucheria and Mr. Ramesh C Kashyap the existing Independent Directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of all the Independent Directors of the Company at the ensuing Annual General Meeting.

The Board recommends the resolutions for approval of members for the above appointments.

5. Directors Responsibility Statement

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

II. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

III. They have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities ;

IV. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

6. Auditors

M/s ASSG & Associates, Chartered Accountants, Indore, statutory auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s ASSG & Associates, Chartered Accountants (ICAI Firm Registration No. 012120C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-fifth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee.

The Auditors'' Report read with notes to accounts are self-explanatory and in particular note no. C of the notes to accounts read with Para 5 of the Auditors Report, specifically the Company is following the same method of depreciation in the earlier year also and the depreciation has been provided on specific plant and machinery as per its useful life of assets.

7. Fixed Deposits

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review and that there is no overdue unpaid/unclaimed deposit as at 31st March, 2014.

8. Cost Auditor

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, as on date the Company is not required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

9. Listing At Stock Exchange

The Equity shares of the Company are listed with Bombay Stock Exchange Ltd, Mumbai.

10. Particulars of Employees etc.

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

11. Energy Conservation and other Reporting u/s 217(1) (e)

The details of Energy Conservation in terms of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in Report of Directors Report) Rules, 1988 are enclosed forming part of this report as Annexure -1.

12. Corporate Governance Report

Report on Corporate Governance as required under the Listing Agreement with the Stock Exchange along with the certificate of the Auditors, M/s. ASSG & Associates, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this report as Annexure II.

13. Management Discussion and Analysis Statement

Management Discussion and Analysis statement as required under the Listing Agreement with the Stock Exchange are attached to this report as Annexure - III.

14. Acknowledgements

Your Directors place on record their gratitude to all the Government and semi government departments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

Place : Pithampur Date : 30.07.2014

For and on behalf of the Board of Porwal Auto Components Limited

Registered office Plot No. 209, Sector No. 1, Industrial Area, Pithampur (M.P.) 454775 Surendra Jain Chairman


Mar 31, 2013

To The Members of Porwal Auto Components Ltd.

The Directors submit the Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2013.

1. Financial Results:

(Rs. in lacs)

Particulars As on 31.03.2013 As on 31.03.2012

Revenue from operations 7693.22 8711.71

Other Income 62.56 74.75

Operating Expenditure 7131.17 8166.07

Interest & Depreciation 505.15 525.06

Profit before Tax 119.46 95.33

Provisions for Tax 42.95 26.06

Profit after Tax 76.51 69.27

2. Dividend

In view of the Strengthening position of the Company the Director of the Company have decided not to pay dividend for the year.

3. Company''s Performance & Future Outlook

The Indian automobiles industry witnessed a moderation in demand in 2012-13, after the double-digit growth in sales recorded in the preceding three years. Weak macroeconomic sentiment coupled with subdued consumer confidence pulled down sales, particularly in the latter half of the year. Domestic automobile sales declined by 6.6% in 2012 (Jan-Nov), as compared to growth of 14-31% during 2010-2012. In view of the current macro environment, both domestically and globally, we are cautiously optimistic about the Indian automobile industry''s prospects in the near term. As a result, achieving high growth rates is likely to be a major concern for the industry in 2013.

The financial year 2012-13 was a tough year, besides slowing down of economy, factors such as tight liquidity and generally weak sentiments led to reduce consumption. Demand in your Company''s product also slowed down in 2012-13 thus limiting top line development. In this challenging environment, the company kept its focus on improving operational efficiencies to remain competitive and also facing the tough competition. Despite the all above facts, the company continued its strong growth across major markets, as the Automotive sector''s revenue is generated primarily by sales of vehicles, parts and accessories. The turnover in the current year is Rs.7693 lacs as against the previous year turnover of Rs. 8712 lacs, which is much lower but the Profit after Tax of the Company for the year increased to Rs.76.51 lacs as against the previous year profit of Rs.69.27 lacs showing a growth of 10.45%.

The uncertainty witnessed in 2012-13 is likely to continue during 2013-14. Global economy showed no signs of recovery during 2012-13 and is expected to be more uncertain. This may result in volatile crude and commodity prices and fluctuations in foreign exchange rates. In domestic economy, continued inflationary pressures, lower private consumption and high interest rates are likely to affect sentiments.

Your Company has undertaken plans to further upgrade & enhance its existing production facilities in order to diversify its product range in line with the changing customer requirements by addition of manufacture of steel and steel alloy Casting Conveyorised paint shop, Cold box machine for core making, on line core backing process. Looking to bright prospects in the Solor industries and high consumption of power. The Director of the Company has decided to setup a Solar power generation unit at village Kadodiya, Tarana Dist. Ujjain M.P. of 1.50 MW. The generation of power will be utilized for Captive Use.

Your directors are pleased to inform that the economic condition of your Company is improving and we are able to create value with continuous increase in profitability and operating margins year after year. Ambitious expansion plans are under way which will enable your company to continue its journey on the growth path.

4. Director

In terms of the provisions of 256 of the Companies Act, 1956, Mr. Surendra Jain would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment, hence approval of the members is being sought for the re-appointment. Shri Ashish Saboo has resigned from 1st April 2013 and Shri Ramesh C Kashyap has been appointed as the additional Director from 28th May, 2013 in the capacity of Non-executive Independent Director. The Company has received a valid notice from members in terms of Section 257 of the Companies Act proposing to appoint Mr. Kashyap as Director of the Company. There is no other change in the composition of Board of Director of the Company.

5. Directors Responsibility Statement

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

II. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

III. They have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision 6of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities ;

IV. they have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis;

6. Corporate Governance Report and Management Discussion and Analysis Statement Corporate Governance Report in terms of clause 49 of listing agreement and Management Discussion and Analysis statement are attached to this report as Annexure - II and III respectively.

7. Auditors

M/s ASSG & Associates, Chartered Accountants, Indore, statutory auditors of the Company, retire at the end of ensuing Annual General Meeting and are eligible for re-appointment as statutory auditors of the Company. The Auditors'' Report read with notes to accounts are self-explanatory and in particular note no. 3 of the notes to accounts read with Para 5 of the Auditors Report, specifically the Company is following the same method of depreciation in the earlier year also and the depreciation has been provided on specific plant and machinery as per its useful life of assets.

8. Public Deposits

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

I. Cost Auditor

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s Vijay P. Joshi & Associates, Cost Accountant, Indore were appointed as the cost auditor(s) of the company to conduct audit of cost accounting records maintained by the Company for product(s)/Services covered under MCA Cost Audit Order(s) for the year ended on 31st March 2013

10. Particulars of Employees etc.

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

II. Energy Conservation and other Reporting u/s 217(1) (e)

The details of Energy Conservation in terms of section 217 (1) (e) of the Companies Act, 1956, are enclosed forming part of this report as Annexure - 1.

12. Acknowledgements

Your Directors thank the Company''s employees, Customers, Vendors and Investors for their support to the Company and place on record their sincere appreciation for the co-operation extended to the company by the lending institution and banks and for the devoted performance by company''s entire staff & associates.

For and on behalf of the board of

Porwal Auto Components Limited

PLACE: Pithampur

Surendra Jain

DATE: 30.07.2012 Executive Chairman


Mar 31, 2011

To The Members of Porwal Auto Components Ltd.,

The directors have pleasure in presenting 19th Annual Report of your company together with the audited accounts for the year ended on 31st March 2011.

1. State of Company's Affairs : (Rs. in lakhs)

Financial Results As on 31.03.2011 As on 31.03.2010

Sales & Other Income 7838.82 4582.63

Interest & Depreciation 464.96 469.65

Profit before Tax 107.19 (56.96)

Provisions for Tax 46.70 91.73

Profit after Tax 60.49 (148.69)

Income Tax adjusted for earlier year 0.00 (0.36)

Profit (Loss) brought forward (48.78) 99.55

Balance carried to Balance Sheet 11.71 (48.78)

2. Dividend:

In view of the Strengthening position of the Company the Director of the Company are decide to not to pay dividend for the year.

3. Operating Results and Outlook:

After a good year 2009-10 during which economies across the world showed signs of recovery, the economic conditions globally continued to be strong and positive in 2010-11, resulting in a strong growth for the automotive sector. The automotive sector recorded a growth of over 26% in India on the back of a robust economy. Though, the company could have achieved higher turnover in comparison to the previous year and also able to earn profit after satisfying the losses in the current year

During the year under review, the turnover of the Company was Rs.7728.06 lacs as against the previous year turnover of Rs.4417.08 lacs. The Profit after Tax of the Company for the year stands at Rs. 60.49 lacs as against the previous year figure of loss Rs. 148.69 lacs.

However your directors are pleased to inform that the economic conditions of your Company started improving. The management of your Company initiated a number of steps for cost cutting and profitability enhancement and is confident to take the Company through the adverse economic from favorable economic conditions. We are quite optimistic to achieve better results during current year.

4. Director:

In terms of the provisions of the Companies Act, 1956 Shri Surendra Jain would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment. Mr. Devendra Jain has been re-appointed as Managing Director of the Company for a period of Three years commencing from 1st August 2011. Mr. Mukesh Jain and Mr. Surendra Kumar Jain have been re-appointed as Whole Time Directors of the Company and Mr. Shailesh Jain has been re-appointed as Chief Executive Officer of the Company w.e.f 1st August 2011 for a term of Three years, hence approval of the members is being sought for the Re-appointment. There is no other change in the Board.

5. Directors Responsibility Statement:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, we confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities ;

4. the directors had prepared the annual accounts for the financial year ended 31st March, 2011 on a "going concern" basis;

6. Corporate Governance:

A report on corporate governance in terms of clause 49 of listing agreement is attached forming part of this report.

7. Auditors:

M/s ASSG & Associates, Chartered Accountants, Indore, statutory auditors of the Company, retire at the end of ensuing Annual General Meeting and are eligible for re-appointment as statutory auditors of the Company. The Auditors' Report read with notes to accounts are self- explanatory and in particular note no. 4 of the notes to accounts read with Para 4 of the Auditors Report, specifically the Company is following the same method of depreciation in the earlier year also and the depreciation has been provided on specific plant and machinery as per its useful life.

8. Public Deposits:

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

9. Particulars of Employees etc.

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

10. Energy Conservation and other Reporting u/s 217(l)(e):

The details of Energy Conservation in terms of section 217 (l)(e) of the Companies Act, 1956, are enclosed forming part of this report as Annexure - 1.

Your directors place on record their sincere appreciation for the co-operation extended to the company by the lending institution and banks and for the devoted performance by company's entire staff & associates.

For and on behalf of the board of

Porwal Auto Components Limited PLACE : Pithampur Surendra Jain

DATE : 30.07.2011 Chairman


Mar 31, 2010

The directors have pleasure in presenting 18th Annual Report of your company together with the audited accounts for the year ended on 31st March 2010.

1. State of Companys Affairs :

(Rs. in lakhs) Financial Results As on 31.03.2010 As on 31.03.2009

Sales & Other Income 4582.63 3526.48

Interest & Depreciation 469.65 485.45

Profit before Tax (56.96) (285.27)

Provisions for Tax 91.73 2.25

Profit after Tax (148.69) (287.52)

Income Tad yearlier (0.36) (0.43)

Profit (Loss) brought forward 99.55 386.64

Balance carried to Balance Sheet (48.78) 99.55

Dividend:

Your directors do not recommend any dividend for the year due to losses in the Company.

2. Operating Results and Outlook:

During the year under review the Company has experienced a rare global financial turmoil resulting in a sudden slow down in the economic activity around the globe including the Indian economy. It affected almost every sector and every industry especially the auto industry as vehicle demand is directly related to the financial wellbeing of the society and furthermore the slowdown in other sectors leads to fall in the demand of commercial vehicles. Accordingly auto components businesses have been adversely affected. Though, the company could have achieved higher turnover in comparison to the previous year and also able to minimize the losses in the current year.

During the year under review, the turnover of the Company was Rs. 4417.08 lacs as against the previous year turnover of Rs.3313.82 lacs. The Loss after Tax of the Company for the year stands at Rs. 148.69 lacs as against the previous year figure of Rs. 287.52 lacs.

However your directors are pleased to inform that the economic conditions of your Company started improving. The management of your Company initiated a number of steps for cost cutting and profitability enhancement and is confident to take the Company through the adverse economic conditions. We are quite optimistic to achieve better results during current year.

4. Director:

In terms of the provisions of the Companies Act, 1956 Shri Ashish Saboo would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re- appointment. There is no other change in the Board.

5. Directors Responsibility Statement:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, we confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities ;

4. the directors had prepared the annual accounts for the financial year ended 31st March, 2010 on a "going concern" basis;

6. Corporate Governance:

A report on corporate governance in terms of clause 49 of listing agreement is attached forming part of this report.

7. Auditors:

M/s ASSG & Associates, Chartered Accountants, Indore, statutory auditors of the Company, retire at the end of ensuing Annual General Meeting and are eligible for re-appointment as statutory auditors of the Company. The Auditors Report read with notes to accounts are self-explanatory and in particular note no. 4 of the notes to accounts read with para 4 of the Auditors Report, specifically the Company is following the same method of depreciation in the earlier year also and the depreciation has been provided on specific plant and machinery as per its useful life.

8. Public Deposits:

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

9. Particulars of Employees etc.

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

10. Energy Conservation and other Reporting u/s 217(l)(e):

The details of Energy Conservation in terms of section 217 (l)(e) of the Companies Act, 1956, are enclosed forming part of this report as Annexure - 1.

Your directors place on record their sincere appreciation for the co-operation extended to the company by the lending institution and banks and for the devoted performance by companys entire staff & associates.

For and on behalf of the board of Porwal Auto Components Limited PLACE: PITHAMPUR DATE : 31.07.2010 Surendra Jain Chairman

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